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Case 12-02299-8-RDD

B1 (Official Form 1)(12/11)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 1 of 41

United States Bankruptcy Court


Eastern District of North Carolina
} b k 1 { F o r m . V l u n t a y P e i

Voluntary Petition

Name of Debtor (if individual, enter Last, First, Middle):

Name of Joint Debtor (Spouse) (Last, First, Middle):

Digital Recorders, Inc.


All Other Names used by the Debtor in the last 8 years (include married, maiden, and trade names): All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names):

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN
(if more than one, state all)

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN
(if more than one, state all)

80-0199815
Street Address of Debtor (No. and Street, City, and State): Street Address of Joint Debtor (No. and Street, City, and State):

4018 Patriot Drive One Park Center, Suite 100 Durham, NC


County of Residence or of the Principal Place of Business:

ZIP Code

ZIP Code

27703
County of Residence or of the Principal Place of Business:

Durham
Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address):

P.O. Box 14068 Research Triangle Pk, NC


ZIP Code ZIP Code

27709-4068
Location of Principal Assets of Business Debtor (if different from street address above):

Type of Debtor
(Form of Organization) (Check one box)

Nature of Business
(Check one box)

Chapter of Bankruptcy Code Under Which the Petition is Filed (Check one box) Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13 Chapter 15 Petition for Recognition of a Foreign Main Proceeding Chapter 15 Petition for Recognition of a Foreign Nonmain Proceeding Nature of Debts
(Check one box) Debts are primarily consumer debts, defined in 11 U.S.C. 101(8) as "incurred by an individual primarily for a personal, family, or household purpose." Debts are primarily business debts.

Individual (includes Joint Debtors)


See Exhibit D on page 2 of this form.

Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities,
check this box and state type of entity below.)

Chapter 15 Debtors
Country of debtor's center of main interests: Each country in which a foreign proceeding by, regarding, or against debtor is pending:

Health Care Business Single Asset Real Estate as defined in 11 U.S.C. 101 (51B) Railroad Stockbroker Commodity Broker Clearing Bank Other Tax-Exempt Entity
(Check box, if applicable) Debtor is a tax-exempt organization under Title 26 of the United States Code (the Internal Revenue Code).

Filing Fee (Check one box)


Full Filing Fee attached Filing Fee to be paid in installments (applicable to individuals only). Must attach signed application for the court's consideration certifying that the debtor is unable to pay fee except in installments. Rule 1006(b). See Official Form 3A. Filing Fee waiver requested (applicable to chapter 7 individuals only). Must attach signed application for the court's consideration. See Official Form 3B.

Chapter 11 Debtors Check one box: Debtor is a small business debtor as defined in 11 U.S.C. 101(51D). Debtor is not a small business debtor as defined in 11 U.S.C. 101(51D). Check if: Debtors aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,343,300 (amount subject to adjustment on 4/01/13 and every three years thereafter).
Check all applicable boxes: A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. 1126(b). THIS SPACE IS FOR COURT USE ONLY

Statistical/Administrative Information Debtor estimates that funds will be available for distribution to unsecured creditors. Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors. Estimated Number of Creditors
149 5099 100199 200999 1,0005,000 5,00110,000 10,00125,000 25,00150,000 50,001100,000 OVER 100,000

Estimated Assets
$0 to $50,000 $50,001 to $100,000 $100,001 to $500,000 $500,001 to $1 million $1,000,001 to $10 million $10,000,001 to $50 million $50,000,001 to $100 million $100,000,001 $500,000,001 More than to $500 to $1 billion $1 billion million

Estimated Liabilities
$0 to $50,000 $50,001 to $100,000 $100,001 to $500,000 $500,001 to $1 million $1,000,001 to $10 million $10,000,001 to $50 million $50,000,001 to $100 million $100,000,001 $500,000,001 More than to $500 to $1 billion $1 billion million

Case 12-02299-8-RDD
B1 (Official Form 1)(12/11)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03


Name of Debtor(s): Digital Recorders, Inc.

Page 2 of 41
Page 2

Voluntary Petition
(This page must be completed and filed in every case) Location Where Filed: - None Location Where Filed:

All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet) Case Number: Date Filed: Case Number: Date Filed:

Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet) Name of Debtor: Case Number: Date Filed: See Attachment District: Exhibit A (To be completed if debtor is required to file periodic reports (e.g., forms 10K and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11.) Exhibit A is attached and made a part of this petition. Relationship: Judge: Exhibit B
(To be completed if debtor is an individual whose debts are primarily consumer debts.)

I, the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, and have explained the relief available under each such chapter. I further certify that I delivered to the debtor the notice required by 11 U.S.C. 342(b).

Signature of Attorney for Debtor(s)

(Date)

Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? Yes, and Exhibit C is attached and made a part of this petition. No.

Exhibit D (To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.) Exhibit D completed and signed by the debtor is attached and made a part of this petition. If this is a joint petition: Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition. Information Regarding the Debtor - Venue (Check any applicable box) Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District. Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District. Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes) Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)

(Address of landlord)

Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. 362(l)).

Case 12-02299-8-RDD
B1 (Official Form 1)(12/11)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03


Name of Debtor(s): Digital Recorders, Inc. Signatures

Page 3 of 41
Page 3

Voluntary Petition
(This page must be completed and filed in every case) Signature(s) of Debtor(s) (Individual/Joint)
I declare under penalty of perjury that the information provided in this petition is true and correct. [If petitioner is an individual whose debts are primarily consumer debts and has chosen to file under chapter 7] I am aware that I may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, understand the relief available under each such chapter, and choose to proceed under chapter 7. [If no attorney represents me and no bankruptcy petition preparer signs the petition] I have obtained and read the notice required by 11 U.S.C. 342(b). I request relief in accordance with the chapter of title 11, United States Code, specified in this petition.

Signature of a Foreign Representative


I declare under penalty of perjury that the information provided in this petition is true and correct, that I am the foreign representative of a debtor in a foreign proceeding, and that I am authorized to file this petition.
(Check only one box.)

I request relief in accordance with chapter 15 of title 11. United States Code. Certified copies of the documents required by 11 U.S.C. 1515 are attached. Pursuant to 11 U.S.C. 1511, I request relief in accordance with the chapter of title 11 specified in this petition. A certified copy of the order granting recognition of the foreign main proceeding is attached.

X
Signature of Debtor

X
Signature of Foreign Representative Printed Name of Foreign Representative Signature of Joint Debtor Date Telephone Number (If not represented by attorney) Date Signature of Attorney* Signature of Non-Attorney Bankruptcy Petition Preparer
I declare under penalty of perjury that: (1) I am a bankruptcy petition preparer as defined in 11 U.S.C. 110; (2) I prepared this document for compensation and have provided the debtor with a copy of this document and the notices and information required under 11 U.S.C. 110(b), 110(h), and 342(b); and, (3) if rules or guidelines have been promulgated pursuant to 11 U.S.C. 110(h) setting a maximum fee for services chargeable by bankruptcy petition preparers, I have given the debtor notice of the maximum amount before preparing any document for filing for a debtor or accepting any fee from the debtor, as required in that section. Official Form 19 is attached.

/s/ John A. Northen, NCSB Signature of Attorney for Debtor(s) John A. Northen, NCSB 6789 Printed Name of Attorney for Debtor(s) Northen Blue, L.L.P. Firm Name 1414 Raleigh Road, Suite 435 P.O. Box 2208 Chapel Hill, NC 27515-2208 Address

Printed Name and title, if any, of Bankruptcy Petition Preparer Social-Security number (If the bankrutpcy petition preparer is not an individual, state the Social Security number of the officer, principal, responsible person or partner of the bankruptcy petition preparer.)(Required by 11 U.S.C. 110.)

(919) 968-4441 Telephone Number March 25, 2012 Date


*In a case in which 707(b)(4)(D) applies, this signature also constitutes a certification that the attorney has no knowledge after an inquiry that the information in the schedules is incorrect.

Address

X
Date
Signature of bankruptcy petition preparer or officer, principal, responsible person,or partner whose Social Security number is provided above. Names and Social-Security numbers of all other individuals who prepared or assisted in preparing this document unless the bankruptcy petition preparer is not an individual:

Signature of Debtor (Corporation/Partnership)


I declare under penalty of perjury that the information provided in this petition is true and correct, and that I have been authorized to file this petition on behalf of the debtor. The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition.

/s/ David L. Turney Signature of Authorized Individual David L. Turney Printed Name of Authorized Individual Chairman and CEO Title of Authorized Individual March 25, 2012 Date

If more than one person prepared this document, attach additional sheets conforming to the appropriate official form for each person. A bankruptcy petition preparers failure to comply with the provisions of title 11 and the Federal Rules of Bankruptcy Procedure may result in fines or imprisonment or both. 11 U.S.C. 110; 18 U.S.C. 156.

Case 12-02299-8-RDD

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 4 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

FORM 1. VOLUNTARY PETITION Pending Bankruptcy Cases Filed Attachment


Name of Debtor / District DRI Corporation Raleigh Division, Eastern District of North Carolina Robinson Turney International, Inc. Raleigh Division, Eastern District of North Carolina TwinVision of North America, Inc. Raleigh Division, Eastern District of North Carolina Case No. / Relationship Parent 03/25/12 Affiliate 03/25/12 Affiliate Date Filed / Judge 03/25/12

Case 12-02299-8-RDD
B4 (Official Form 4) (12/07)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 5 of 41

United States Bankruptcy Court


Eastern District of North Carolina
In re Digital Recorders, Inc. Debtor(s) Case No. Chapter 11

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS


Following is the list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1) persons who come within the definition of "insider" set forth in 11 U.S.C. 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims. If a minor child is one of the creditors holding the 20 largest unsecured claims, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See 11 U.S.C. 112; Fed. R. Bankr. P. 1007(m). (1)
Name of creditor and complete mailing address including zip code

(2)
Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted All In One Staffing Attn: Managing Agent 1911 Hillandale Road Suite 1210 Durham, NC 27705 American Airlines Attn: Managing Agent Dept 09268-5 PO Box 905164 Charlotte, NC 28290-5164 Anuva Services Inc Attn: Managing Agent 140 Southcenter Court Suite 600 Morrisville, NC 27560 Beijer Electronics, Inc Qsi Corporation Attn: Managing Agent 2212 South West Temple #50 Salt Lake City, UT 84115-2648 Electronic Design & Manufacturing Co Attn: Managing Agent 31 Millrace Drive Lynchburg, VA 24502 GJB Consulting LLC Attn: Managing Agent 100 SE 2Nd Street 44Th Floor Miami, FL 33131 Global Manufacturing Services Inc Attn: Managing Agent 140 Industrial Park Way West Jefferson, NC 28694

(3)
Nature of claim (trade debt, bank loan, government contract, etc.)

(4)
Indicate if claim is contingent, unliquidated, disputed, or subject to setoff

(5)
Amount of claim [if secured, also state value of security] 21,679.65

All In One Staffing Attn: Managing Agent 1911 Hillandale Road Suite 1210 Durham, NC 27705 American Airlines Attn: Managing Agent Dept 09268-5 PO Box 905164 Charlotte, NC 28290-5164 Anuva Services Inc Attn: Managing Agent 140 Southcenter Court Suite 600 Morrisville, NC 27560 Beijer Electronics, Inc Qsi Corporation Attn: Managing Agent 2212 South West Temple #50 Salt Lake City, UT 84115-2648 Electronic Design & Manufacturing Co Attn: Managing Agent 31 Millrace Drive Lynchburg, VA 24502 GJB Consulting LLC Attn: Managing Agent 100 SE 2Nd Street 44Th Floor Miami, FL 33131 Global Manufacturing Services Inc Attn: Managing Agent 140 Industrial Park Way West Jefferson, NC 28694

22,491.87

15,687.70

57,078.12

205,027.79

28,500.00

14,776.79

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Best Case Bankruptcy

Case 12-02299-8-RDD
B4 (Official Form 4) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 6 of 41

In re

Digital Recorders, Inc.

Case No. Debtor(s)

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS


(Continuation Sheet)
(1)
Name of creditor and complete mailing address including zip code

(2)
Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted Greyhawk Technologies Inc Attn: Managing Agent Pmb 102 11500 Ne 76Th St. A-3 Vancouver, WA 98662 Infodev Electronic Designers Attn: Managing Agent 1995 Rue Frank-Carrel Quebec QC G1N 4H9 CANADA Micronet Ltd Attn: Managing Agent 27 Hametzuda St Azor 58001 ISRAEL MJM Industries Inc Attn: Managing Agent 1200 East Street Fairport Harbor, OH 44077 Patni Americas Inc Attn: Managing Agent I Broadway 13Th Floor Cambridge, MA 02142 Precision Machine Fabrication Attn: Managing Agent 1100 N. New Hope Road Raleigh, NC 27610 Real Time Ops Inc Attn: Managing Agent PO Box 2087 Chapel Hill, NC 27515 RF Industries Attn: Managing Agent 7610 Miramar Road San Diego, CA 92126 Sunrise Systems, Inc. Attn: Managing Agent 720 Washington St Pembroke, MA 02359 Urban Transportation Assc Attn: Managing Agent 700 East McMillian Street, Suite 302 Cincinnati, OH 45206 Verint Video Solutions Attn: Managing Agent PO Box 905595 Charlotte, NC 28290-5590

(3)
Nature of claim (trade debt, bank loan, government contract, etc.)

(4)
Indicate if claim is contingent, unliquidated, disputed, or subject to setoff

(5)
Amount of claim [if secured, also state value of security] 17,350.00

Greyhawk Technologies Inc Attn: Managing Agent Pmb 102 11500 Ne 76Th St. A-3 Vancouver, WA 98662 Infodev Electronic Designers Attn: Managing Agent 1995 Rue Frank-Carrel Quebec QC G1N 4H9 CANADA Micronet Ltd Attn: Managing Agent 27 Hametzuda St Azor 58001 ISRAEL MJM Industries Inc Attn: Managing Agent 1200 East Street Fairport Harbor, OH 44077 Patni Americas Inc Attn: Managing Agent I Broadway 13Th Floor Cambridge, MA 02142 Precision Machine Fabrication Attn: Managing Agent 1100 N. New Hope Road Raleigh, NC 27610 Real Time Ops Inc Attn: Managing Agent PO Box 2087 Chapel Hill, NC 27515 RF Industries Attn: Managing Agent 7610 Miramar Road San Diego, CA 92126 Sunrise Systems, Inc. Attn: Managing Agent 720 Washington St Pembroke, MA 02359 Urban Transportation Assc Attn: Managing Agent 700 East McMillian Street, Suite 302 Cincinnati, OH 45206 Verint Video Solutions Attn: Managing Agent PO Box 905595 Charlotte, NC 28290-5590

69,805.00

17,400.00

14,540.65

430,880.15

22,120.22

45,359.98

8,153.60

12,701.58

38,293.50

304,468.42

Software Copyright (c) 1996-2012 CCH INCORPORATED - www.bestcase.com

Best Case Bankruptcy

Case 12-02299-8-RDD
B4 (Official Form 4) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 7 of 41

In re

Digital Recorders, Inc.

Case No. Debtor(s)

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS


(Continuation Sheet)
(1)
Name of creditor and complete mailing address including zip code

(2)
Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted Visionhitech Co Ltd Attn: Managing Agent Vision Bldg 150-3 Simgok-Dong Wonmi-Ku Kyunggi-Do 420-822 S KOREA

(3)
Nature of claim (trade debt, bank loan, government contract, etc.)

(4)
Indicate if claim is contingent, unliquidated, disputed, or subject to setoff

(5)
Amount of claim [if secured, also state value of security] 22,950.00

Visionhitech Co Ltd Attn: Managing Agent Vision Bldg 150-3 Simgok-Dong Wonmi-Ku Buchon-City, Kyunggi-Do 420-822 S KOREA Wes-Garde Components Group Inc Attn: Managing Agent 3815 Industry Blvd Lakeland, FL 33811

Wes-Garde Components Group Inc Attn: Managing Agent 3815 Industry Blvd Lakeland, FL 33811

99,126.88

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF A CORPORATION OR PARTNERSHIP


I, the Chairman and CEO of the corporation named as the debtor in this case, declare under penalty of perjury that I have read the foregoing list and that it is true and correct to the best of my information and belief. Date March 25, 2012 Signature
/s/ David L. Turney David L. Turney Chairman and CEO

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. 152 and 3571.

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Best Case Bankruptcy

Case 12-02299-8-RDD
B6 Summary (Official Form 6 - Summary) (12/07)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 8 of 41

} b k 1 { F o r m 6 . S u a y f c h e d l s

United States Bankruptcy Court


Eastern District of North Carolina
In re
Digital Recorders, Inc.

, Debtor

Case No. Chapter


11

SUMMARY OF SCHEDULES
Indicate as to each schedule whether that schedule is attached and state the number of pages in each. Report the totals from Schedules A, B, D, E, F, I, and J in the boxes provided. Add the amounts from Schedules A and B to determine the total amount of the debtors assets. Add the amounts of all claims from Schedules D, E, and F to determine the total amount of the debtors liabilities. Individual debtors must also complete the "Statistical Summary of Certain Liabilities and Related Data" if they file a case under chapter 7, 11, or 13.

NAME OF SCHEDULE A - Real Property B - Personal Property C - Property Claimed as Exempt D - Creditors Holding Secured Claims E - Creditors Holding Unsecured Priority Claims (Total of Claims on Schedule E) F - Creditors Holding Unsecured Nonpriority Claims G - Executory Contracts and Unexpired Leases H - Codebtors I - Current Income of Individual Debtor(s) J - Current Expenditures of Individual Debtor(s)

ATTACHED (YES/NO) Yes Yes No Yes Yes Yes Yes Yes No No

NO. OF SHEETS 1 3 0 2 2 12 2 1 0 0 23

ASSETS 0.00 6,910,865.55

LIABILITIES

OTHER

9,712,166.44 0.00 1,534,494.18

N/A N/A

Total Number of Sheets of ALL Schedules

Total Assets

6,910,865.55 11,246,660.62

Total Liabilities

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Best Case Bankruptcy

Case 12-02299-8-RDD
Form 6 - Statistical Summary (12/07)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 9 of 41

} e b k r { t 1 a i F n o L m 6 . l S s c d R u y D f C

United States Bankruptcy Court


Eastern District of North Carolina
In re
Digital Recorders, Inc.

, Debtor

Case No. Chapter


11

STATISTICAL SUMMARY OF CERTAIN LIABILITIES AND RELATED DATA (28 U.S.C. 159)
If you are an individual debtor whose debts are primarily consumer debts, as defined in 101(8) of the Bankruptcy Code (11 U.S.C. 101(8)), filing a case under chapter 7, 11 or 13, you must report all information requested below. Check this box if you are an individual debtor whose debts are NOT primarily consumer debts. You are not required to report any information here. This information is for statistical purposes only under 28 U.S.C. 159. Summarize the following types of liabilities, as reported in the Schedules, and total them.

Type of Liability Domestic Support Obligations (from Schedule E) Taxes and Certain Other Debts Owed to Governmental Units (from Schedule E) Claims for Death or Personal Injury While Debtor Was Intoxicated (from Schedule E) (whether disputed or undisputed) Student Loan Obligations (from Schedule F) Domestic Support, Separation Agreement, and Divorce Decree Obligations Not Reported on Schedule E Obligations to Pension or Profit-Sharing, and Other Similar Obligations (from Schedule F) TOTAL

Amount

State the following: Average Income (from Schedule I, Line 16) Average Expenses (from Schedule J, Line 18) Current Monthly Income (from Form 22A Line 12; OR, Form 22B Line 11; OR, Form 22C Line 20 ) State the following: 1. Total from Schedule D, "UNSECURED PORTION, IF ANY" column 2. Total from Schedule E, "AMOUNT ENTITLED TO PRIORITY" column 3. Total from Schedule E, "AMOUNT NOT ENTITLED TO PRIORITY, IF ANY" column 4. Total from Schedule F 5. Total of non-priority unsecured debt (sum of 1, 3, and 4)

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Best Case Bankruptcy

Case 12-02299-8-RDD
B6A (Official Form 6A) (12/07)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 10 of 41

} b k 1 { S c h e d u l A R a P r o p t y

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE A - REAL PROPERTY


Except as directed below, list all real property in which the debtor has any legal, equitable, or future interest, including all property owned as a cotenant, community property, or in which the debtor has a life estate. Include any property in which the debtor holds rights and powers exercisable for the debtor's own benefit. If the debtor is married, state whether husband, wife, both, or the marital community own the property by placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint, or Community." If the debtor holds no interest in real property, write "None" under "Description and Location of Property." Do not include interests in executory contracts and unexpired leases on this schedule. List them in Schedule G - Executory Contracts and Unexpired Leases. If an entity claims to have a lien or hold a secured interest in any property, state the amount of the secured claim. See Schedule D. If no entity claims to hold a secured interest in the property, write "None" in the column labeled "Amount of Secured Claim." If the debtor is an individual or if a joint petition is filed, state the amount of any exemption claimed in the property only in Schedule C - Property Claimed as Exempt. Current Value of Husband, Debtor's Interest in Wife, Property, without Joint, or Community Deducting any Secured Claim or Exemption

Description and Location of Property

Nature of Debtor's Interest in Property

Amount of Secured Claim

None

Sub-Total > Total > 0 continuation sheets attached to the Schedule of Real Property

0.00 0.00

(Total of this page)

(Report also on Summary of Schedules)


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Case 12-02299-8-RDD
B6B (Official Form 6B) (12/07)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 11 of 41

} k b { 1 S c h e d u l B P r s o n a p t y

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE B - PERSONAL PROPERTY


Except as directed below, list all personal property of the debtor of whatever kind. If the debtor has no property in one or more of the categories, place an "x" in the appropriate position in the column labeled "None." If additional space is needed in any category, attach a separate sheet properly identified with the case name, case number, and the number of the category. If the debtor is married, state whether husband, wife, both, or the marital community own the property by placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint, or Community." If the debtor is an individual or a joint petition is filed, state the amount of any exemptions claimed only in Schedule C - Property Claimed as Exempt. Do not list interests in executory contracts and unexpired leases on this schedule. List them in Schedule G - Executory Contracts and Unexpired Leases. If the property is being held for the debtor by someone else, state that person's name and address under "Description and Location of Property." If the property is being held for a minor child, simply state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m). Type of Property N O N E X X Description and Location of Property Husband, Current Value of Wife, Debtor's Interest in Property, Joint, or without Deducting any Community Secured Claim or Exemption

1. 2.

Cash on hand Checking, savings or other financial accounts, certificates of deposit, or shares in banks, savings and loan, thrift, building and loan, and homestead associations, or credit unions, brokerage houses, or cooperatives. Security deposits with public utilities, telephone companies, landlords, and others. Household goods and furnishings, including audio, video, and computer equipment. Books, pictures and other art objects, antiques, stamp, coin, record, tape, compact disc, and other collections or collectibles. Wearing apparel. Furs and jewelry. Firearms and sports, photographic, and other hobby equipment. Interests in insurance policies. Name insurance company of each policy and itemize surrender or refund value of each.

3.

4.

5.

6. 7. 8. 9.

X X X X

10. Annuities. Itemize and name each issuer.

Sub-Total > (Total of this page) 2 continuation sheets attached to the Schedule of Personal Property

0.00

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Best Case Bankruptcy

Case 12-02299-8-RDD
B6B (Official Form 6B) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 12 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE B - PERSONAL PROPERTY


(Continuation Sheet) N O N E X Husband, Current Value of Wife, Debtor's Interest in Property, Joint, or without Deducting any Community Secured Claim or Exemption

Type of Property

Description and Location of Property

11. Interests in an education IRA as defined in 26 U.S.C. 530(b)(1) or under a qualified State tuition plan as defined in 26 U.S.C. 529(b)(1). Give particulars. (File separately the record(s) of any such interest(s). 11 U.S.C. 521(c).) 12. Interests in IRA, ERISA, Keogh, or other pension or profit sharing plans. Give particulars. 13. Stock and interests in incorporated and unincorporated businesses. Itemize. 14. Interests in partnerships or joint ventures. Itemize. 15. Government and corporate bonds and other negotiable and nonnegotiable instruments. 16. Accounts receivable. 17. Alimony, maintenance, support, and property settlements to which the debtor is or may be entitled. Give particulars.

X X

Per A/R schedule, book value X

1,091,302.00

18. Other liquidated debts owed to debtor X including tax refunds. Give particulars. 19. Equitable or future interests, life estates, and rights or powers exercisable for the benefit of the debtor other than those listed in Schedule A - Real Property. 20. Contingent and noncontingent interests in estate of a decedent, death benefit plan, life insurance policy, or trust. 21. Other contingent and unliquidated claims of every nature, including tax refunds, counterclaims of the debtor, and rights to setoff claims. Give estimated value of each. X

Sub-Total > (Total of this page) Sheet 1 of 2 continuation sheets attached to the Schedule of Personal Property
Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

1,091,302.00

Best Case Bankruptcy

Case 12-02299-8-RDD
B6B (Official Form 6B) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 13 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE B - PERSONAL PROPERTY


(Continuation Sheet) N O N E Husband, Current Value of Wife, Debtor's Interest in Property, Joint, or without Deducting any Community Secured Claim or Exemption Unknown

Type of Property

Description and Location of Property See Patents, Copyrights, Intellectual property file

22. Patents, copyrights, and other intellectual property. Give particulars. 23. Licenses, franchises, and other general intangibles. Give particulars. 24. Customer lists or other compilations containing personally identifiable information (as defined in 11 U.S.C. 101(41A)) provided to the debtor by individuals in connection with obtaining a product or service from the debtor primarily for personal, family, or household purposes. 25. Automobiles, trucks, trailers, and other vehicles and accessories. 26. Boats, motors, and accessories. 27. Aircraft and accessories. 28. Office equipment, furnishings, and supplies. 29. Machinery, fixtures, equipment, and supplies used in business. 30. Inventory. 31. Animals. 32. Crops - growing or harvested. Give particulars. 33. Farming equipment and implements. 34. Farm supplies, chemicals, and feed. 35. Other personal property of any kind not already listed. Itemize. X X X X X X X X X

Customer lists

Unknown

Per fixed asset schedule, book value net of depreciation Per fixed asset schedule, book value net of depreciation Per inventory schedule, book value at cost

82,326.77 3,588,755.78 2,148,481.00

Sheet 2 of 2 continuation sheets attached to the Schedule of Personal Property


Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Sub-Total > (Total of this page) Total >

5,819,563.55 6,910,865.55

(Report also on Summary of Schedules)


Best Case Bankruptcy

Case 12-02299-8-RDD
B6D (Official Form 6D) (12/07)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 14 of 41

} e b c k u 1 r { S d h C l a i m s D t o H n g

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS


State the name, mailing address, including zip code, and last four digits of any account number of all entities holding claims secured by property of the debtor as of the date of filing of the petition. The complete account number of any account the debtor has with the creditor is useful to the trustee and the creditor and may be provided if the debtor chooses to do so. List creditors holding all types of secured interests such as judgment liens, garnishments, statutory liens, mortgages, deeds of trust, and other security interests. List creditors in alphabetical order to the extent practicable. If a minor child is a creditor, the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m). If all secured creditors will not fit on this page, use the continuation sheet provided. If any entity other than a spouse in a joint case may be jointly liable on a claim, place an "X" in the column labeled "Codebtor" ,include the entity on the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a joint petition is filed, state whether the husband, wife, both of them, or the marital community may be liable on each claim by placing an "H", "W", "J", or "C" in the column labeled "Husband, Wife, Joint, or Community". If the claim is contingent, place an "X" in the column labeled "Contingent". If the claim is unliquidated, place an "X" in the column labeled "Unliquidated". If the claim is disputed, place an "X" in the column labeled "Disputed". (You may need to place an "X" in more than one of these three columns.) Total the columns labeled "Amount of Claim Without Deducting Value of Collateral" and "Unsecured Portion, if Any" in the boxes labeled "Total(s)" on the last sheet of the completed schedule. Report the total from the column labeled "Amount of Claim" also on the Summary of Schedules and, if the debtor is an individual with primarily consumer debts, report the total from the column labeled "Unsecured Portion" on the Statistical Summary of Certain Liabilities and Related Data. Check this box if debtor has no creditors holding secured claims to report on this Schedule D.

CREDITOR'S NAME AND MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. BHC Interim Funding III, L.P. Attn: Managing Agent 444 Madison Ave., 25th Floor New York, NY 10022

DATE CLAIM WAS INCURRED, NATURE OF LIEN, AND DESCRIPTION AND VALUE OF PROPERTY SUBJECT TO LIEN 6/30/2008 Security Interest All U.S. assets of DRI Corp., Digital Recorders, Inc., and TwinVision of North America, Inc., 100% of stock of Digital Recorders, TwinVision and Robinson X - Turney International, and 65% of stock of DRI Europa AB
H W J C

C O D E B T O R

Husband, Wife, Joint, or Community

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM WITHOUT DEDUCTING VALUE OF COLLATERAL

UNSECURED PORTION, IF ANY

Value $ Account No. BHC Interim Funding III, LP 444 Madison Avenue New York, NY 10022 6/30/2008 Security Interest

Unknown

6,450,000.00

Unknown

All U.S. assets of DRI Corp., Digital X - Recorders, Inc., and TwinVision of North America, Inc. Value $ Unknown 3,117,650.00 Unknown 4/15/2009 Security Interest EMC/AVAMAR Backup, Exp Pack, - DiskXtender, est value Value $ 70,000.00 65,483.64 0.00

Account No. 30749 De Lage Landen Financial Services Attn: Managing Agent PO Box 41602 Philadelphia, PA 19101

Account No. 96860 De Lage Landen Financial Services PO Box 41602 Philadelphia, PA 19101

7/27/2009 Security Interest VM Ware, EMC AX4, HP ProLiant, est. - value Value $ 35,000.00 Subtotal (Total of this page) 31,453.20 9,664,586.84 0.00 0.00

1 _____ continuation sheets attached

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Best Case Bankruptcy

Case 12-02299-8-RDD
B6D (Official Form 6D) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 15 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS


(Continuation Sheet)
C O D E B T O R Husband, Wife, Joint, or Community H W J C C O N T I N G E N T U N L I Q U I D A T E D D I S P U T E D

CREDITOR'S NAME AND MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions.) Account No. 96860 SiTec Business Services Attn: Managing Agent PO Box 41602 Philadelphia, PA 19101

DATE CLAIM WAS INCURRED, NATURE OF LIEN, AND DESCRIPTION AND VALUE OF PROPERTY SUBJECT TO LIEN 5/3/2011 Security Interest Copiers, est value

AMOUNT OF CLAIM WITHOUT DEDUCTING VALUE OF COLLATERAL

UNSECURED PORTION, IF ANY

Value $ 50,000.00 47,579.60 0.00

Account No.

Value $ Account No.

Value $ Account No.

Value $ Account No.

Value $ 1 1 Sheet _____ of _____ continuation sheets attached to Schedule of Creditors Holding Secured Claims Subtotal (Total of this page) Total (Report on Summary of Schedules)
Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

47,579.60 9,712,166.44

0.00 0.00

Best Case Bankruptcy

Case 12-02299-8-RDD
B6E (Official Form 6E) (4/10)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 16 of 41

} n b s k e 1 c { u S r h d P l i o E t y C a m H g U

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE E - CREDITORS HOLDING UNSECURED PRIORITY CLAIMS


A complete list of claims entitled to priority, listed separately by type of priority, is to be set forth on the sheets provided. Only holders of unsecured claims entitled to priority should be listed in this schedule. In the boxes provided on the attached sheets, state the name, mailing address, including zip code, and last four digits of the account number, if any, of all entities holding priority claims against the debtor or the property of the debtor, as of the date of the filing of the petition. Use a separate continuation sheet for each type of priority and label each with the type of priority. The complete account number of any account the debtor has with the creditor is useful to the trustee and the creditor and may be provided if the debtor chooses to do so. If a minor child is a creditor, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m). If any entity other than a spouse in a joint case may be jointly liable on a claim, place an "X" in the column labeled "Codebtor," include the entity on the appropriate schedule of creditors, and complete Schedule H-Codebtors. If a joint petition is filed, state whether the husband, wife, both of them, or the marital community may be liable on each claim by placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint, or Community." If the claim is contingent, place an "X" in the column labeled "Contingent." If the claim is unliquidated, place an "X" in the column labeled "Unliquidated." If the claim is disputed, place an "X" in the column labeled "Disputed." (You may need to place an "X" in more than one of these three columns.) Report the total of claims listed on each sheet in the box labeled "Subtotals" on each sheet. Report the total of all claims listed on this Schedule E in the box labeled "Total" on the last sheet of the completed schedule. Report this total also on the Summary of Schedules. Report the total of amounts entitled to priority listed on each sheet in the box labeled "Subtotals" on each sheet. Report the total of all amounts entitled to priority listed on this Schedule E in the box labeled "Totals" on the last sheet of the completed schedule. Individual debtors with primarily consumer debts report this total also on the Statistical Summary of Certain Liabilities and Related Data. Report the total of amounts not entitled to priority listed on each sheet in the box labeled "Subtotals" on each sheet. Report the total of all amounts not entitled to priority listed on this Schedule E in the box labeled "Totals" on the last sheet of the completed schedule. Individual debtors with primarily consumer debts report this total also on the Statistical Summary of Certain Liabilities and Related Data. Check this box if debtor has no creditors holding unsecured priority claims to report on this Schedule E.

TYPES OF PRIORITY CLAIMS (Check the appropriate box(es) below if claims in that category are listed on the attached sheets) Domestic support obligations
Claims for domestic support that are owed to or recoverable by a spouse, former spouse, or child of the debtor, or the parent, legal guardian, or responsible relative of such a child, or a governmental unit to whom such a domestic support claim has been assigned to the extent provided in 11 U.S.C. 507(a)(1).

Extensions of credit in an involuntary case


Claims arising in the ordinary course of the debtor's business or financial affairs after the commencement of the case but before the earlier of the appointment of a trustee or the order for relief. 11 U.S.C. 507(a)(3).

Wages, salaries, and commissions


Wages, salaries, and commissions, including vacation, severance, and sick leave pay owing to employees and commissions owing to qualifying independent sales representatives up to $11,725* per person earned within 180 days immediately preceding the filing of the original petition, or the cessation of business, whichever occurred first, to the extent provided in 11 U.S.C. 507(a)(4).

Contributions to employee benefit plans


Money owed to employee benefit plans for services rendered within 180 days immediately preceding the filing of the original petition, or the cessation of business, whichever occurred first, to the extent provided in 11 U.S.C. 507(a)(5).

Certain farmers and fishermen


Claims of certain farmers and fishermen, up to $5,775* per farmer or fisherman, against the debtor, as provided in 11 U.S.C. 507(a)(6).

Deposits by individuals
Claims of individuals up to $2,600* for deposits for the purchase, lease, or rental of property or services for personal, family, or household use, that were not delivered or provided. 11 U.S.C. 507(a)(7).

Taxes and certain other debts owed to governmental units


Taxes, customs duties, and penalties owing to federal, state, and local governmental units as set forth in 11 U.S.C. 507(a)(8).

Commitments to maintain the capital of an insured depository institution


Claims based on commitments to the FDIC, RTC, Director of the Office of Thrift Supervision, Comptroller of the Currency, or Board of Governors of the Federal Reserve System, or their predecessors or successors, to maintain the capital of an insured depository institution. 11 U.S.C. 507 (a)(9).

Claims for death or personal injury while debtor was intoxicated


Claims for death or personal injury resulting from the operation of a motor vehicle or vessel while the debtor was intoxicated from using alcohol, a drug, or another substance. 11 U.S.C. 507(a)(10).

* Amount subject to adjustment on 4/01/13, and every three years thereafter with respect to cases commenced on or after the date of adjustment.

1
Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

continuation sheets attached


Best Case Bankruptcy

Case 12-02299-8-RDD
B6E (Official Form 6E) (4/10) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 17 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE E - CREDITORS HOLDING UNSECURED PRIORITY CLAIMS


(Continuation Sheet) Taxes and Certain Other Debts Owed to Governmental Units TYPE OF PRIORITY CREDITOR'S NAME, AND MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions.) Account No. Employment Security Commission 700 Wade Avenue P.O. Box 26504 Raleigh, NC 27611
C O D E B T O R Husband, Wife, Joint, or Community H W J C C O N T I N G E N T U N L I Q U I D A T E D D I S P U T E D

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM

AMOUNT OF CLAIM

AMOUNT NOT ENTITLED TO PRIORITY, IF ANY AMOUNT ENTITLED TO PRIORITY

for notice purposes only

0.00 0.00 0.00

Account No. Internal Revenue Service Centralized Insolvency Operations P O Box 7346 Philadelphia, PA 19101-7346

for notice purposes only

0.00 0.00 0.00

Account No. NC Department of Revenue 501 N Wilmington Street P.O. Box 25000 Raleigh, NC 27640-5000

for notice purposes only

0.00 0.00 0.00

Account No.

Account No.

1 1 Sheet _____ of _____ continuation sheets attached to Schedule of Creditors Holding Unsecured Priority Claims

Subtotal (Total of this page) Total (Report on Summary of Schedules) 0.00

0.00 0.00 0.00 0.00 0.00


Best Case Bankruptcy

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07)

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 18 of 41

} n b s k e 1 c { u S r h d N o l p F i C t y a m H g U

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


State the name, mailing address, including zip code, and last four digits of any account number, of all entities holding unsecured claims without priority against the debtor or the property of the debtor, as of the date of filing of the petition. The complete account number of any account the debtor has with the creditor is useful to the trustee and the creditor and may be provided if the debtor chooses to do so. If a minor child is a creditor, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m). Do not include claims listed in Schedules D and E. If all creditors will not fit on this page, use the continuation sheet provided. If any entity other than a spouse in a joint case may be jointly liable on a claim, place an "X" in the column labeled "Codebtor," include the entity on the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a joint petition is filed, state whether the husband, wife, both of them, or the marital community may be liable on each claim by placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint, or Community." If the claim is contingent, place an "X" in the column labeled "Contingent." If the claim is unliquidated, place an "X" in the column labeled "Unliquidated." If the claim is disputed, place an "X" in the column labeled "Disputed." (You may need to place an "X" in more than one of these three columns.) Report the total of all claims listed on this schedule in the box labeled "Total" on the last sheet of the completed schedule. Report this total also on the Summary of Schedules and, if the debtor is an individual with primarily consumer debts, report this total also on the Statistical Summary of Certain Liabilities and Related Data. Check this box if debtor has no creditors holding unsecured claims to report on this Schedule F.

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Accentuate Staffing Inc Attn: Managing Agent 3200 Fairhill Dr Suite 100 Raleigh, NC 27612-3219 Account No. All In One Staffing Attn: Managing Agent 1911 Hillandale Road Suite 1210 Durham, NC 27705 Account No. Allied Electronics Attn: Managing Agent PO Box 2325 Fort Worth, TX 76113-2325 Account No. American Airlines Attn: Managing Agent Dept 09268-5 PO Box 905164 Charlotte, NC 28290-5164

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

7,632.75

21,679.65

1,232.18

22,491.87 _____ continuation sheets attached 11 Subtotal (Total of this page) 53,036.45

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

S/N:20666-120216

Best Case Bankruptcy

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 19 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Anuva Services Inc Attn: Managing Agent 140 Southcenter Court Suite 600 Morrisville, NC 27560

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

15,687.70 Account No. Beijer Electronics, Inc Qsi Corporation Attn: Managing Agent 2212 South West Temple #50 Salt Lake City, UT 84115-2648 Account No. Calsoft Labs, Inc. Attn: Managing Agent 2953 Bunker Hill Lane Santa Clara, CA 95054 Account No. Cassell Design Group Inc. Attn: Managing Agent 905 West Main Street Durham, NC 27701 Account No. CDW Computer Centers Inc. Attn: Managing Agent PO Box 75723 Chicago, IL 60675-5723

57,078.12

1,770.00

765.00

7,648.17 Sheet no. _____ of _____ sheets attached to Schedule of 1 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 82,948.99

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Best Case Bankruptcy

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 20 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Central Precision Inc Attn: Managing Agent 20823 San Mar Road Boonsboro, MD 21713

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

470.33 Account No. Clemson University Attn: Managing Agent 125 Lowry Hall Attn Tasc Clemson, SC 29634-0911 Account No. Data Graphics Inc Attn: Managing Agent 3800 Progress Blvd Mount Dora, FL 32757 Account No. Dell Marketing L.P. Attn: Managing Agent PO Box 534118 Atlanta, GA 30353-4118 Account No. Digi-Key Corporation Attn: Managing Agent PO Box 250 Thief River Falls, MN 56701-0250

700.00

904.52

1,077.14

1,947.52 Sheet no. _____ of _____ sheets attached to Schedule of 2 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 5,099.51

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Best Case Bankruptcy

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 21 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Electronic Design & Manufacturing Co Attn: Managing Agent 31 Millrace Drive Lynchburg, VA 24502

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

205,027.79 Account No. GJB Consulting LLC Attn: Managing Agent 100 SE 2Nd Street 44Th Floor Miami, FL 33131 Account No. Global Manufacturing Services Inc Attn: Managing Agent 140 Industrial Park Way West Jefferson, NC 28694 Account No. Greyhawk Technologies Inc Attn: Managing Agent Pmb 102 11500 Ne 76Th St. A-3 Vancouver, WA 98662 Account No. Hosted Solutions, LLC Attn: Managing Agent PO Box 601834 Charlotte, NC 28260-1834

28,500.00

14,776.79

17,350.00

2,747.10 Sheet no. _____ of _____ sheets attached to Schedule of 3 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 268,401.68

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Best Case Bankruptcy

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 22 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Howison & Arnott LLP Attn: Managing Agent PO Box 741715 Dallas, TX 75374-1715

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

5,610.50 Account No. Industrial Design Inc Attn: Managing Agent PO Box 233 Knightdale, NC 27545 Account No. Infodev Electronic Designers Attn: Managing Agent 1995 Rue Frank-Carrel Quebec QC G1N 4H9 CANADA Account No. JLI Electronics Inc Attn: Managing Agent PO Box 7 Harleysville, PA 19438-0007 Account No. K & J Enterprises Attn: Managing Agent 1400 E Geer Street Durham, NC 27704

1,975.00

69,805.00

4,545.36

200.00 Sheet no. _____ of _____ sheets attached to Schedule of 4 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 82,135.86

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Best Case Bankruptcy

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 23 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. L-Com Attn: Managing Agent 45 Beechwood Drive North Andover, MA 08145

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

455.09 Account No. Location Technologies Inc Attn: Managing Agent 6214 Nw Kelly Dr Parkville, MO 64152 Account No. Lynx - Dep. Chief Of Operations Attn: Managing Agent 2500 Lynx Lane Orlando, FL 32804 Account No. Mcmaster-Carr Supply Co Attn: Managing Agent PO Box 7690 Chicago, IL 60680-7690 Account No. Mcpherson Mfg Attn: Managing Agent PO Box 1777 Hazlehurst, GA 31539

1,361.00

1,000.00

237.83

186.72 Sheet no. _____ of _____ sheets attached to Schedule of 5 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 3,240.64

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Best Case Bankruptcy

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

Page 24 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Micronet Ltd Attn: Managing Agent 27 Hametzuda St Azor 58001 ISRAEL

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

17,400.00 Account No. MJM Industries Inc Attn: Managing Agent 1200 East Street Fairport Harbor, OH 44077 Account No. Mouser Electronics Attn: Managing Agent PO Box 99319 Fort Worth, TX 76199-0319 Account No. Newark Inone Attn: Managing Agent PO Box 94151 Palatine, IL 60094-4151 Account No. NJ Transaction Conference Attn: Managing Agent 460 Elm Street Stirling, NJ 07890-1126

14,540.65

817.86

690.08

525.00 Sheet no. _____ of _____ sheets attached to Schedule of 6 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 33,973.59

Software Copyright (c) 1996-2012 - CCH INCORPORATED - www.bestcase.com

Best Case Bankruptcy

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

Doc 1 Filed 03/25/12 Entered 03/25/12 15:32:03

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In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Opto Vision Attn: Managing Agent 9, Rue Boudeville-Z.I Thibaud

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

1,509.13 Account No. Parker Hannifin Electronic Controls Attn: Managing Agent PO Box 9600 Sta Toronto, ON M5W 1P8 CANADA Account No. Patni Americas Inc Attn: Managing Agent I Broadway 13Th Floor Cambridge, MA 02142 Account No. Pctel Formally-Sparco Technologies Inc Attn: Managing Agent 12955 Collections Center Drive Chicage, IL 60693 Account No. Piedmont Litho Incorporated Attn: Managing Agent 3116 Hillsborough Street PO Box 5092 Raleigh, NC 27650 Sheet no. _____ of _____ sheets attached to Schedule of 7 11 Creditors Holding Unsecured Nonpriority Claims

3,150.00

430,880.15

1,491.82

787.95 Subtotal (Total of this page) 437,819.05

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Best Case Bankruptcy

Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

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Page 26 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. PPTA Attn: Managing Agent 600 North Third Street Fourth Floor Harrisburg, PA 17101-1113

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

400.00 Account No. Precision Machine Fabrication Attn: Managing Agent 1100 N. New Hope Road Raleigh, NC 27610 Account No. Real Time Ops Inc Attn: Managing Agent PO Box 2087 Chapel Hill, NC 27515 Account No. RF Industries Attn: Managing Agent 7610 Miramar Road San Diego, CA 92126 Account No. Sunrise Systems, Inc. Attn: Managing Agent 720 Washington St Pembroke, MA 02359

22,120.22

45,359.98

8,153.60

12,701.58 Sheet no. _____ of _____ sheets attached to Schedule of 8 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 88,735.38

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Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

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Page 27 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Techwood Media LLC Attn: Managing Agent 1213 Wilmette Avenue, Suite 210 Wilmette, IL 60091

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

1,500.00 Account No. Tecrep Services Attn: Managing Agent 125 Pit Road Mooresville, NC 28115 Account No. Tennessee Public Transportation Assoc Attn: Managing Agent 400 Charlotte Ave Ste 100 Nashville, TN 37219 Account No. Tessco Technologies Attn: Managing Agent PO Box 102885 Atlanta, GA 30368-2885 Account No. Tower Fasters Co Inc Attn: Managing Agent 1690 North Ocean Ave Holtsville, NY 11742

1,587.50

250.00

1,085.04

928.23 Sheet no. _____ of _____ sheets attached to Schedule of 9 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 5,350.77

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Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

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Page 28 of 41

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. TUV Rheinland Of North America, Inc. Attn: Managing Agent #12 Commerce Road Newtown, CT 06470

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

831.00 Account No. Uline Attn: Managing Agent 2200 S. Lakeside Dr Waukegan, IL 60085 Account No. Unlimited Services Of Wisconsin Inc Attn: Managing Agent PO Box 170 Oconto, WI 54153 Account No. Urban Transportation Assc Attn: Managing Agent 700 East McMillian Street, Suite 302 Cincinnati, OH 45206 Account No. Verint Video Solutions Attn: Managing Agent PO Box 905595 Charlotte, NC 28290-5590

88.20

2,897.16

38,293.50

304,468.42 Sheet no. _____ of _____ sheets attached to Schedule of 10 11 Creditors Holding Unsecured Nonpriority Claims Subtotal (Total of this page) 346,578.28

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Case 12-02299-8-RDD
B6F (Official Form 6F) (12/07) - Cont.

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In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS


(Continuation Sheet)

CREDITOR'S NAME, MAILING ADDRESS INCLUDING ZIP CODE, AND ACCOUNT NUMBER (See instructions above.) Account No. Virginia Transit Association Attn: Jason Arkian 1108 E. Main Street, Ste 1108 Richmond, VA 23219

C O D E B T O R

Husband, Wife, Joint, or Community H W J C

DATE CLAIM WAS INCURRED AND CONSIDERATION FOR CLAIM. IF CLAIM IS SUBJECT TO SETOFF, SO STATE.

C O N T I N G E N T

U N L I Q U I D A T E D

D I S P U T E D

AMOUNT OF CLAIM

950.00 Account No. Visionhitech Co Ltd Attn: Managing Agent Vision Bldg 150-3 Simgok-Dong Wonmi-Ku Buchon-City, Kyunggi-Do 420-822 S KOREA Account No. Wes-Garde Components Group Inc Attn: Managing Agent 3815 Industry Blvd Lakeland, FL 33811 Account No. Wilmore Electronics Company Attn: Managing Agent PO Box 1329 Hillsborough, NC 27278 Account No.

22,950.00

99,126.88

4,147.10

Sheet no. _____ of _____ sheets attached to Schedule of 11 11 Creditors Holding Unsecured Nonpriority Claims

Subtotal (Total of this page) Total (Report on Summary of Schedules)

127,173.98

1,534,494.18

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B6G (Official Form 6G) (12/07)

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a } n b d k 1 U { S e c x h p i r u l L G s E t o y C

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES


Describe all executory contracts of any nature and all unexpired leases of real or personal property. Include any timeshare interests. State nature of debtor's interest in contract, i.e., "Purchaser", "Agent", etc. State whether debtor is the lessor or lessee of a lease. Provide the names and complete mailing addresses of all other parties to each lease or contract described. If a minor child is a party to one of the leases or contracts, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m). Check this box if debtor has no executory contracts or unexpired leases. Name and Mailing Address, Including Zip Code, of Other Parties to Lease or Contract AT&T Attn: Managing Agent 1 AT&T Way Bedminster, NJ 07921 AT&T 1 AT&T Way Bedminster, NJ 07921 Cobb Community Tranist Attn: Fran 100 Cherokee Street, Suite 410 Marietta, GA 30090 De Lage Landen Financial Services Attn: Managing Agent PO Box 41602 Philadelphia, PA 19101 Durham Area Transit Authority Attn: Yvonne 1903 Fay St Durham, NC 27704 East Carolina University Attn: Wood Davidson Financial Services Bldg 120 Reade St Greenville, NC 27858 GE Transportation Systems Attn: Charlie Locke PO Box 26610 Kansas City, MO 64196 GE Transportation Systems (TOA) Attn: Charlie Locke PO Box 26610 Kansas City, MO 64196 Hosted Solutions Attn: Managing Agent 4350 Lassiter at North Hills Ave. Suite 280 Raleigh, NC 27609 Description of Contract or Lease and Nature of Debtor's Interest. State whether lease is for nonresidential real property. State contract number of any government contract. Cell phone service

Telephone service

Sales Contract -AVL, Otvia, Paratransit, and PASS

Lease - Computer equipment/ software/ support

Sales Contract - AVL, Regional Viewing

Sales Contract - AVL, Otvia

Sales Contract - Railcar AVL

Sales contract - Signs and other HW/Services

Network/Internet Services

1 continuation sheets attached to Schedule of Executory Contracts and Unexpired Leases


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In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES


(Continuation Sheet) Description of Contract or Lease and Nature of Debtor's Interest. State whether lease is for nonresidential real property. State contract number of any government contract. Sales Contract - AVAS, AVL, and PASS

Name and Mailing Address, Including Zip Code, of Other Parties to Lease or Contract Knoxville Area Transit Attn: Cindy McGinnis 300 Church Ave Knoxville, TN 37915-2590 Property Reserve, Inc c/o Colliers Pinkard PO BOX 409091 Atlanta, GA 30384-9091 Shumate Mechanical Raleigh, Inc. Attn: Managing Agent 5201 Old Poole Road Raleigh, NC 27610 SiTec Services, LLC Attn: Managing Agent PO Box 41602 Philadelphia, PA 19101-1602 StorQuest Self Storage Attn: Managing Agent 1100 Davis Street San Leanardo, CA 94577 Tele Atlas North America, Inc Attn: Managing Agent 11 Lafayette Street Lebanon, NH 03766 Time Warner Cable Attn: Managing Agent 2450 Perimeter Park Drive Morrisville, NC 27560 Triangle Transit Authority Attn: Bobbie P.O. Box 13787 RTP, NC 27709 Verizon Wireless Attn: Managing Agent 701 Brookfield Parkway Greenville, SC 29606 West Contra Costa Transit Attn: Charles Anderson 601 Walter Avenue Pinole, CA 94564

Real Property Lease - North Carolina Operations

Equipment Maintenance agreement

Copier Leases/Buyout

Storage facility rental - tools and parts for field techs

License agreement

Internet service

Sales Contract - AVL, Regional Viewing

Telephone service

Sales Contract - AVL

Sheet

of 1

continuation sheets attached to the Schedule of Executory Contracts and Unexpired Leases
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Case 12-02299-8-RDD
B6H (Official Form 6H) (12/07)

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} b k 1 { S c h e d u l H C o t r s

In re

Digital Recorders, Inc.

, Debtor

Case No.

SCHEDULE H - CODEBTORS
Provide the information requested concerning any person or entity, other than a spouse in a joint case, that is also liable on any debts listed by debtor in the schedules of creditors. Include all guarantors and co-signers. If the debtor resides or resided in a community property state, commonwealth, or territory (including Alaska, Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Puerto Rico, Texas, Washington, or Wisconsin) within the eight year period immediately preceding the commencement of the case, identify the name of the debtor's spouse and of any former spouse who resides or resided with the debtor in the community property state, commonwealth, or territory. Include all names used by the nondebtor spouse during the eight years immediately preceding the commencement of this case. If a minor child is a codebtor or a creditor, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m). Check this box if debtor has no codebtors. NAME AND ADDRESS OF CODEBTOR DRI Corporation Attn: Managing Agent 4018 Patriot Drive One Park Center, Ste 100 Durham, NC 27703 Guarantor DRI Corporation Attn: Managing Agent 4018 Patriot Drive One Park Center, Ste 100 Durham, NC 27703 Guarantor TwinVision of North America, Inc. Attn: Managing Agent 4018 Patriot Drive One Park Center, Suite 100 Durham, NC 27703 Co-Borrower TwinVision of North America, Inc. Attn: Managing Agent 4018 Patriot Drive One Park Center, Suite 100 Durham, NC 27703 Co-Borrower NAME AND ADDRESS OF CREDITOR BHC Interim Funding III, L.P. Attn: Managing Agent 444 Madison Ave., 25th Floor New York, NY 10022

BHC Interim Funding III, LP 444 Madison Avenue New York, NY 10022

BHC Interim Funding III, L.P. Attn: Managing Agent 444 Madison Ave., 25th Floor New York, NY 10022

BHC Interim Funding III, LP 444 Madison Avenue New York, NY 10022

0 continuation sheets attached to Schedule of Codebtors


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B6 Declaration (Official Form 6 - Declaration). (12/07)

United States Bankruptcy Court


Eastern District of North Carolina
In re Digital Recorders, Inc. Debtor(s) Case No. Chapter 11

DECLARATION CONCERNING DEBTOR'S SCHEDULES


DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I, the Chairman and CEO of the corporation named as debtor in this case, declare under penalty of perjury that I have read the foregoing summary and schedules, consisting of 25 sheets, and that they are true and correct to the best of my knowledge, information, and belief.

Date March 25, 2012

Signature

/s/ David L. Turney David L. Turney Chairman and CEO

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. 152 and 3571.

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United States Bankruptcy Court


Eastern District of North Carolina
In re Digital Recorders, Inc. Debtor(s) Case No. Chapter 11

DISCLOSURE OF COMPENSATION OF ATTORNEY FOR DEBTOR(S)


1. Pursuant to 11 U.S.C. 329(a) and Bankruptcy Rule 2016(b), I certify that I am the attorney for the above-named debtor and that compensation paid to me within one year before the filing of the petition in bankruptcy, or agreed to be paid to me, for services rendered or to be rendered on behalf of the debtor(s) in contemplation of or in connection with the bankruptcy case is as follows: For legal services, I have agreed to accept Prior to the filing of this statement I have received Balance Due 2. The source of the compensation paid to me was: Debtor 3. Other (specify): $ $ $ 48,000.00 48,000.00 0.00

The source of compensation to be paid to me is: Debtor Other (specify):

4.

I have not agreed to share the above-disclosed compensation with any other person unless they are members and associates of my law firm. I have agreed to share the above-disclosed compensation with a person or persons who are not members or associates of my law firm. A copy of the agreement, together with a list of the names of the people sharing in the compensation is attached.

5.

In return for the above-disclosed fee, I have agreed to render legal service for all aspects of the bankruptcy case, including: a. b. c. d. Analysis of the debtor's financial situation, and rendering advice to the debtor in determining whether to file a petition in bankruptcy; Preparation and filing of any petition, schedules, statement of affairs and plan which may be required; Representation of the debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof; [Other provisions as needed]

6.

By agreement with the debtor(s), the above-disclosed fee does not include the following service: Fees as pursuant to Local Rule 2016-1, a copy of which has been provided to the debtor. CERTIFICATION

I certify that the foregoing is a complete statement of any agreement or arrangement for payment to me for representation of the debtor(s) in this bankruptcy proceeding. Dated: March 25, 2012 /s/ John A. Northen, NCSB John A. Northen, NCSB 6789 Northen Blue, L.L.P. 1414 Raleigh Road, Suite 435 P.O. Box 2208 Chapel Hill, NC 27515-2208 (919) 968-4441

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} b k { 1 L i s t o f E q u y S e c r H l d

United States Bankruptcy Court


Eastern District of North Carolina
In re
Digital Recorders, Inc.

, Debtor

Case No. Chapter


11

LIST OF EQUITY SECURITY HOLDERS


Following is the list of the Debtor's equity security holders which is prepared in accordance with Rule 1007(a)(3) for filing in this chapter 11 case. Name and last known address or place of business of holder DRI Corporation Attn: Managing Agent 4018 Patriot Drive One Park Center, Ste 100 Durham, NC 27703 Security Class Common Number of Securities 100000 Kind of Interest 100%

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP


I, the Chairman and CEO of the corporation named as the debtor in this case, declare under penalty of perjury that I have read the foregoing List of Equity Security Holders and that it is true and correct to the best of my information and belief. Date
March 25, 2012

Signature /s/ David L. Turney


David L. Turney Chairman and CEO

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both.

18 U.S.C 152 and 3571.

continuation sheets attached to List of Equity Security Holders


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Page 36 of 41

United States Bankruptcy Court


Eastern District of North Carolina
In re Digital Recorders, Inc. Debtor(s) Case No. Chapter 11

VERIFICATION OF CREDITOR MATRIX

I, the Chairman and CEO of the corporation named as the debtor in this case, hereby verify that the attached list of creditors is true and correct to the best of my knowledge.

Date:

March 25, 2012

/s/ David L. Turney David L. Turney/Chairman and CEO

Signer/Title

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} b k 1 { C r e d i t o A s M a x

Accentuate Staffing Inc Attn: Managing Agent 3200 Fairhill Dr Suite 100 Raleigh, NC 27612-3219

Cassell Design Group Inc. Attn: Managing Agent 905 West Main Street Durham, NC 27701

DRI Corporation Attn: Managing Agent 4018 Patriot Drive One Park Center, Ste 100 Durham, NC 27703 Durham Area Transit Authority Attn: Yvonne 1903 Fay St Durham, NC 27704

All In One Staffing Attn: Managing Agent 1911 Hillandale Road Suite 1210 Durham, NC 27705

CDW Computer Centers Inc. Attn: Managing Agent PO Box 75723 Chicago, IL 60675-5723

Allied Electronics Attn: Managing Agent PO Box 2325 Fort Worth, TX 76113-2325

Central Precision Inc Attn: Managing Agent 20823 San Mar Road Boonsboro, MD 21713

East Carolina University Attn: Wood Davidson Financial Services Bldg 120 Reade St Greenville, NC 27858 Electronic Design & Manufacturing C Attn: Managing Agent 31 Millrace Drive Lynchburg, VA 24502

American Airlines Attn: Managing Agent Dept 09268-5 PO Box 905164 Charlotte, NC 28290-5164

Clemson University Attn: Managing Agent 125 Lowry Hall Attn Tasc Clemson, SC 29634-0911

Anuva Services Inc Attn: Managing Agent 140 Southcenter Court Suite 600 Morrisville, NC 27560

Cobb Community Tranist Attn: Fran 100 Cherokee Street, Suite 410 Marietta, GA 30090

Employment Security Commission 700 Wade Avenue P.O. Box 26504 Raleigh, NC 27611

AT&T Attn: Managing Agent 1 AT&T Way Bedminster, NJ 07921

Data Graphics Inc Attn: Managing Agent 3800 Progress Blvd Mount Dora, FL 32757

GE Transportation Systems Attn: Charlie Locke PO Box 26610 Kansas City, MO 64196

Beijer Electronics, Inc Qsi Corporation Attn: Managing Agent 2212 South West Temple #50 Salt Lake City, UT 84115-2648

De Lage Landen Financial Services Attn: Managing Agent PO Box 41602 Philadelphia, PA 19101

GE Transportation Systems (TOA) Attn: Charlie Locke PO Box 26610 Kansas City, MO 64196

BHC Interim Funding III, L.P. Attn: Managing Agent 444 Madison Ave., 25th Floor New York, NY 10022

Dell Marketing L.P. Attn: Managing Agent PO Box 534118 Atlanta, GA 30353-4118

GJB Consulting LLC Attn: Managing Agent 100 SE 2Nd Street 44Th Floor Miami, FL 33131

Calsoft Labs, Inc. Attn: Managing Agent 2953 Bunker Hill Lane Santa Clara, CA 95054

Digi-Key Corporation Attn: Managing Agent PO Box 250 Thief River Falls, MN 56701-0250

Global Manufacturing Services Inc Attn: Managing Agent 140 Industrial Park Way West Jefferson, NC 28694

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Greyhawk Technologies Inc Attn: Managing Agent Pmb 102 11500 Ne 76Th St. A-3 Vancouver, WA 98662

Knoxville Area Transit Attn: Cindy McGinnis 300 Church Ave Knoxville, TN 37915-2590

NC Department of Revenue 501 N Wilmington Street P.O. Box 25000 Raleigh, NC 27640-5000

Hosted Solutions Attn: Managing Agent 4350 Lassiter at North Hills Ave. Suite 280 Raleigh, NC 27609 Hosted Solutions, LLC Attn: Managing Agent PO Box 601834 Charlotte, NC 28260-1834

L-Com Attn: Managing Agent 45 Beechwood Drive North Andover, MA 08145

Newark Inone Attn: Managing Agent PO Box 94151 Palatine, IL 60094-4151

Location Technologies Inc Attn: Managing Agent 6214 Nw Kelly Dr Parkville, MO 64152

NJ Transaction Conference Attn: Managing Agent 460 Elm Street Stirling, NJ 07890-1126

Howison & Arnott LLP Attn: Managing Agent PO Box 741715 Dallas, TX 75374-1715

Lynx - Dep. Chief Of Operations Attn: Managing Agent 2500 Lynx Lane Orlando, FL 32804

Opto Vision Attn: Managing Agent 9, Rue Boudeville-Z.I Thibaud

Industrial Design Inc Attn: Managing Agent PO Box 233 Knightdale, NC 27545

Mcmaster-Carr Supply Co Attn: Managing Agent PO Box 7690 Chicago, IL 60680-7690

Parker Hannifin Electronic Controls Attn: Managing Agent PO Box 9600 Sta Toronto, ON M5W 1P8 CANADA

Infodev Electronic Designers Attn: Managing Agent 1995 Rue Frank-Carrel Quebec QC G1N 4H9 CANADA

Mcpherson Mfg Attn: Managing Agent PO Box 1777 Hazlehurst, GA 31539

Patni Americas Inc Attn: Managing Agent I Broadway 13Th Floor Cambridge, MA 02142

Internal Revenue Service Centralized Insolvency Operations P O Box 7346 Philadelphia, PA 19101-7346

Micronet Ltd Attn: Managing Agent 27 Hametzuda St Azor 58001 ISRAEL

Pctel Formally-Sparco Technologies In Attn: Managing Agent 12955 Collections Center Drive Chicage, IL 60693

JLI Electronics Inc Attn: Managing Agent PO Box 7 Harleysville, PA 19438-0007

MJM Industries Inc Attn: Managing Agent 1200 East Street Fairport Harbor, OH 44077

Piedmont Litho Incorporated Attn: Managing Agent 3116 Hillsborough Street PO Box 5092 Raleigh, NC 27650 PPTA Attn: Managing Agent 600 North Third Street Fourth Floor Harrisburg, PA 17101-1113

K & J Enterprises Attn: Managing Agent 1400 E Geer Street Durham, NC 27704

Mouser Electronics Attn: Managing Agent PO Box 99319 Fort Worth, TX 76199-0319

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Precision Machine Fabrication Attn: Managing Agent 1100 N. New Hope Road Raleigh, NC 27610

Techwood Media LLC Attn: Managing Agent 1213 Wilmette Avenue, Suite 210 Wilmette, IL 60091

TwinVision of North America, Inc. Attn: Managing Agent 4018 Patriot Drive One Park Center, Suite 100 Durham, NC 27703 Uline Attn: Managing Agent 2200 S. Lakeside Dr Waukegan, IL 60085

Property Reserve, Inc c/o Colliers Pinkard PO BOX 409091 Atlanta, GA 30384-9091

Tecrep Services Attn: Managing Agent 125 Pit Road Mooresville, NC 28115

Real Time Ops Inc Attn: Managing Agent PO Box 2087 Chapel Hill, NC 27515

Tele Atlas North America, Inc Attn: Managing Agent 11 Lafayette Street Lebanon, NH 03766

Unlimited Services Of Wisconsin Inc Attn: Managing Agent PO Box 170 Oconto, WI 54153

RF Industries Attn: Managing Agent 7610 Miramar Road San Diego, CA 92126

Tennessee Public Transportation Assoc Attn: Managing Agent 400 Charlotte Ave Ste 100 Nashville, TN 37219

Urban Transportation Assc Attn: Managing Agent 700 East McMillian Street, Suite 302 Cincinnati, OH 45206

Shumate Mechanical Raleigh, Inc. Attn: Managing Agent 5201 Old Poole Road Raleigh, NC 27610

Tessco Technologies Attn: Managing Agent PO Box 102885 Atlanta, GA 30368-2885

Verint Video Solutions Attn: Managing Agent PO Box 905595 Charlotte, NC 28290-5590

SiTec Business Services Attn: Managing Agent PO Box 41602 Philadelphia, PA 19101

Time Warner Cable Attn: Managing Agent 2450 Perimeter Park Drive Morrisville, NC 27560

Verizon Wireless Attn: Managing Agent 701 Brookfield Parkway Greenville, SC 29606

SiTec Services, LLC Attn: Managing Agent PO Box 41602 Philadelphia, PA 19101-1602

Tower Fasters Co Inc Attn: Managing Agent 1690 North Ocean Ave Holtsville, NY 11742

Virginia Transit Association Attn: Jason Arkian 1108 E. Main Street, Ste 1108 Richmond, VA 23219

StorQuest Self Storage Attn: Managing Agent 1100 Davis Street San Leanardo, CA 94577

Triangle Transit Authority Attn: Bobbie P.O. Box 13787 RTP, NC 27709

Visionhitech Co Ltd Attn: Managing Agent Vision Bldg 150-3 Simgok-Dong Won Buchon-City, Kyunggi-Do 420-822 S KOREA Wes-Garde Components Group Inc Attn: Managing Agent 3815 Industry Blvd Lakeland, FL 33811

Sunrise Systems, Inc. Attn: Managing Agent 720 Washington St Pembroke, MA 02359

TUV Rheinland Of North America, Inc. Attn: Managing Agent #12 Commerce Road Newtown, CT 06470

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West Contra Costa Transit Attn: Charles Anderson 601 Walter Avenue Pinole, CA 94564

Wilmore Electronics Company Attn: Managing Agent PO Box 1329 Hillsborough, NC 27278

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United States Bankruptcy Court


Eastern District of North Carolina
In re Digital Recorders, Inc. Debtor(s) Case No. Chapter 11

CORPORATE OWNERSHIP STATEMENT (RULE 7007.1) Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualification or recusal, the undersigned counsel for Digital Recorders, Inc. in the above captioned action, certifies that the following is a (are) corporation(s), other than the debtor or a governmental unit, that directly or indirectly own(s) 10% or more of any class of the corporation's(s') equity interests, or states that there are no entities to report under FRBP 7007.1:
DRI Corporation Attn: Managing Agent 4018 Patriot Drive One Park Center, Ste 100 Durham, NC 27703

None [Check if applicable]

March 25, 2012

Date

/s/ John A. Northen, NCSB John A. Northen, NCSB 6789

Signature of Attorney or Litigant Counsel for Digital Recorders, Inc.


Northen Blue, L.L.P. 1414 Raleigh Road, Suite 435 P.O. Box 2208 Chapel Hill, NC 27515-2208 (919) 968-4441

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